Free legal contract reviewer.
Deterministic. No AI.

Drop a contract and get a Word report in seconds. Every finding quotes the clause it came from, gives its exact position in the document, and names the rule and the statute or practice source behind it. Same file in, same report out — on any machine, at any time. Nothing is uploaded. Free and open source under MIT.

Drop a PDF or DOCX — up to four at once.
Read locally in this tab — nothing is uploaded. Drop a pair and they are also checked against each other.

Multiple files? Drop a folder or

What it reviews.

267 document types, each with its own playbook. The checks that run are the ones that belong to the document in front of you, so a plain NDA is never flagged for missing GDPR clauses — and a document matching none of them is reported as unmatched rather than given a confidently wrong verdict.

See every document type

Confidentiality & IP 18

  • Mutual Non-Disclosure Agreement
  • Unilateral Non-Disclosure Agreement
  • Mutual NDA — Deep Analysis
  • Unilateral NDA — Deep Analysis
  • Proprietary Information and Inventions Agreement (PIIA)
  • IP Assignment Agreement
  • Work-for-Hire Agreement
  • Patent License Agreement
  • Trademark License Agreement
  • Copyright License Agreement
  • Contributor License Agreement (CLA)
  • OSS Compliance Audit Document
  • Patent Assignment
  • Trademark Assignment
  • Trademark Coexistence Agreement
  • Joint Development Agreement
  • University Technology Transfer License
  • Source Code Escrow Agreement

Commercial & services 34

  • Master Services Agreement (General)
  • MSA — Customer-Side Deep Analysis
  • MSA — Vendor-Side Deep Analysis
  • Statement of Work
  • Consulting Agreement
  • Independent Contractor Agreement
  • Subcontractor Agreement
  • Reseller / Distribution Agreement
  • Channel Partner / Referral Agreement
  • Manufacturing / Supply Agreement
  • Marketing Services Agreement
  • Transition Services Agreement (TSA)
  • Change Order
  • Generic Fallback
  • Purchase Order Terms and Conditions
  • Master Purchase Agreement (Goods)
  • Equipment Lease (UCC Article 2A)
  • Freight / Transportation Agreement
  • Warehousing / 3PL Agreement
  • Staffing / Contingent Labor Agreement
  • Franchise Agreement
  • Franchise Disclosure Document (FDD)
  • Joint Venture Agreement
  • Teaming Agreement (Government Contracting)
  • FAR Flow-Down Rider (Federal Subcontract)
  • GSA Schedule / MAS Contract Terms
  • Advertising Insertion Order (IAB Terms)
  • Sponsorship Agreement
  • Influencer / Endorsement Agreement
  • Model / Talent Release
  • Loyalty / Rewards Program Terms
  • Sweepstakes / Contest Official Rules
  • Automatic Renewal / Negative Option Terms
  • Venue / Event Space Rental Agreement

SaaS & technology 10

  • SaaS Agreement (Customer Side)
  • SaaS Agreement (Vendor Side)
  • SaaS Terms of Service (Consumer-Facing)
  • End-User License Agreement (EULA)
  • AI Usage Addendum
  • AI Acceptable Use Policy
  • Website Terms of Use
  • API Terms of Service / Developer Agreement
  • Data License Agreement
  • OEM / White-Label Agreement

Privacy & data protection 20

  • DPA — Controller to Processor (EU/UK)
  • DPA — Processor to Sub-Processor (EU/UK GDPR)
  • DPA — CCPA Service Provider (CPRA-aligned)
  • DPA — Multi-State US (CCPA, VCDPA, CPA, CTDPA, UCPA, TDPSA, OCPA, DPDPA)
  • EU Standard Contractual Clauses — Module 2 (Controller to Processor)
  • EU Standard Contractual Clauses — Module 3 (Processor to Processor)
  • UK International Data Transfer Addendum / IDTA
  • Privacy Notice (GDPR)
  • Privacy Notice (US / CCPA)
  • Privacy Policy Linter
  • Cookie / Tracking Notice
  • Data Protection Impact Assessment (GDPR Art. 35)
  • Records of Processing Activities (GDPR Art. 30)
  • Data-Incident Notification Template
  • Vendor Security Addendum
  • Vendor Security Questionnaire (SIG / CAIQ)
  • Biometric Data Consent (BIPA-style)
  • Children's Privacy Notice (COPPA)
  • SMS / Telemarketing Consent Disclosure
  • Data Sharing Agreement (Research / Inter-Agency)

Healthcare 11

  • Business Associate Agreement (HIPAA)
  • BAA — Business Associate to Subcontractor (HIPAA)
  • HIPAA Notice of Privacy Practices
  • Notice of Privacy Practices Acknowledgment
  • Patient Authorization for Release of PHI
  • Informed Consent (Research / Clinical)
  • Physician Employment Agreement
  • Medical Director Agreement
  • Clinical Trial Agreement
  • Payer / Provider Participation Agreement
  • Telehealth Informed Consent

Employment 16

  • Employment Agreement, US, at-will, exempt
  • Executive Employment Agreement
  • Offer Letter
  • Employee Handbook
  • Employment Restrictive Covenant Agreement
  • Separation / Severance Agreement
  • Performance Improvement Plan (PIP)
  • Employment Arbitration Agreement
  • Sales Commission Plan
  • Annual Incentive / Bonus Plan
  • Relocation / Repayment Agreement
  • Remote Work Agreement
  • Internship Agreement
  • Collective Bargaining Agreement
  • WARN Act Notice
  • FCRA Background Check Disclosure and Authorization

Corporate & governance 16

  • Certificate / Articles of Incorporation
  • Corporate Bylaws
  • Nonprofit Bylaws (501(c)(3))
  • LLC Operating Agreement
  • Partnership / LP Agreement
  • Stockholders' Agreement
  • Voting Agreement (NVCA)
  • Written Consent in Lieu of Meeting
  • Director and Officer Indemnification Agreement
  • Board Committee Charter (audit / comp / nominating)
  • Code of Conduct / Ethics
  • Articles of Organization (LLC)
  • Board Resolution (Standalone)
  • Board / Shareholder Meeting Minutes
  • Plan of Dissolution / Winding Up
  • Fiscal Sponsorship Agreement
  • Grant Agreement (Foundation / Government)

Equity & financing 19

  • Simple Agreement for Future Equity (Y Combinator SAFE)
  • Convertible Promissory Note
  • Stock Option Grant Notice + Agreement
  • Restricted Stock Unit (RSU) Grant
  • Restricted Stock Purchase Agreement
  • § 83(b) Election Form
  • Investor Rights Agreement (NVCA)
  • ROFR / Co-Sale Agreement (NVCA)
  • Promissory Note
  • Loan Agreement
  • Security Agreement
  • Intercreditor Agreement
  • Subordination Agreement
  • Guaranty
  • Omnibus Equity Incentive Plan
  • Employee Stock Purchase Plan (ESPP)
  • LLC Profits Interest Award
  • Warrant to Purchase Stock
  • Secondary Stock Transfer Agreement
  • Venture Preferred Stock Purchase Agreement

Lending & credit 7

  • Revolving Credit Agreement
  • SBA 7(a) / 504 Loan Agreement
  • Forbearance Agreement
  • Accounts Receivable Factoring Agreement
  • Deposit Account Control Agreement (DACA)
  • Consumer Credit Card Agreement
  • Equipment Finance Agreement

M&A 13

  • Merger Agreement
  • Asset Purchase Agreement (APA)
  • Stock Purchase Agreement (SPA)
  • Letter of Intent / Term Sheet
  • Earnout Agreement
  • M&A Escrow Agreement
  • Disclosure Schedules
  • M&A Restrictive Covenant Agreement
  • Membership Interest Purchase Agreement (LLC)
  • Assignment and Assumption Agreement
  • Bill of Sale
  • Securities Subscription Agreement
  • Investor Side Letter

Real estate 20

  • Commercial Real Estate Lease (Multi-Tenant Office, US)
  • Residential Lease (US)
  • Ground Lease
  • Single-Tenant Net Lease (NNN)
  • Assignment of Lease
  • Estoppel Certificate
  • SNDA (Subordination, Non-Disturbance, Attornment)
  • Deed of Trust / Mortgage
  • Easement Agreement
  • CC&Rs (Declaration of Covenants, Conditions, and Restrictions)
  • Real-Estate Purchase and Sale Agreement (PSA)
  • Sublease Agreement
  • Lease Letter of Intent
  • Property Management Agreement
  • Real Estate Listing Agreement
  • Option to Purchase Real Estate
  • Quitclaim Deed
  • Warranty Deed
  • Residential Purchase Agreement
  • Tenant Improvement Work Letter

Construction 6

  • Construction Contract (AIA-style)
  • Construction Lien Waiver
  • Payment / Performance Bond
  • Design-Build Agreement
  • Owner-Architect Agreement
  • Preliminary Notice / Notice of Intent to Lien

Insurance & indemnity 8

  • Certificate of Insurance (COI) Check
  • Insurance Endorsement Review
  • Insurance Policy Summary / Declarations
  • Hold-Harmless Agreement
  • Indemnification Agreement (standalone)
  • D&O Liability Policy Review
  • Cyber Liability Policy Review
  • Reservation of Rights Letter

Disputes & settlement 11

  • Confidential Settlement Agreement
  • Mutual / General Release
  • Tolling Agreement
  • Demand Letter
  • Cease-and-Desist Letter
  • Litigation Hold Notice
  • Covenant Not to Sue
  • Assignment of Claim
  • Demand for Arbitration
  • Expert Witness Retention Agreement
  • Litigation Funding Agreement

Court filings 8

  • Appellate Brief (filing-format)
  • Trial Motion (filing-format)
  • Petition (filing-format)
  • Stipulated / Consent Judgment
  • Stipulated Protective Order
  • Stipulation of Dismissal
  • Complaint (Civil Pleading)
  • Answer and Affirmative Defenses

Discovery 7

  • Requests for Production (FRCP 34)
  • Interrogatories (FRCP 33)
  • Requests for Admission (FRCP 36)
  • Responses and Objections to Discovery
  • Privilege Log (FRCP 26(b)(5))
  • Rule 26(f) Report and Discovery Plan
  • Notice of Deposition (FRCP 30)

Estate & family 14

  • Last Will and Testament
  • Codicil (Will Amendment)
  • Revocable Living Trust
  • Durable Power of Attorney (Financial)
  • Healthcare Proxy / POA for Healthcare
  • Advance Directive / Living Will
  • Prenuptial Agreement
  • Postnuptial Agreement
  • Family-Law MSA (Separation / Marital Settlement)
  • Irrevocable Trust
  • Special Needs Trust
  • Trust Amendment / Restatement
  • Qualified Domestic Relations Order (QDRO)
  • Cohabitation Agreement

Securities & disclosure 8

  • 10-K Risk Factors (prose only)
  • S-1 Risk Factors (prose only)
  • Form ADV Part 2A Brochure
  • Form D Narrative
  • Private Placement Memorandum (PPM) Narrative
  • Reg A+ Offering Circular
  • UCC-1 Financing Statement (prose)
  • Proxy Statement Narrative (DEF 14A)

Compliance policies 13

  • Anti-Money-Laundering Policy
  • Anti-Bribery / Anti-Corruption Policy (FCPA / UKBA)
  • Conflict of Interest Policy
  • Document Retention Policy
  • Insider Trading Policy
  • Lobbying / Political Contribution Policy
  • Social Media / External Communications Policy
  • Whistleblower Policy
  • Information Security Policy
  • Acceptable Use Policy (Employee IT)
  • Export Control / Sanctions Policy (ITAR / EAR / OFAC)
  • Business Continuity / Disaster Recovery Plan
  • Security Incident Response Plan

Law practice & engagement 6

  • Engagement Letter (Law Firm)
  • Contingency Fee Agreement
  • Flat Fee Agreement
  • Joint Representation Conflict Waiver
  • Limited Scope Representation Agreement
  • Closing / Termination of Representation Letter

Details.

Everything below is here because an attorney evaluating this tool will want it — and folded away because nobody should have to scroll past it to use the thing.

What it checks in every document

121 rules at launch across ten categories — 220 more in v3, 771 more in v4, 621 more in v5, 92 more in v6 (1,825 in total). Every finding cites the rule by id; legal assertions cite a statute or regulator by URL, drafting-practice findings cite their practice source.

Structural & formal

Party blocks, signatures, defined terms, cross-references, numbering, template placeholders.

STRUCT-001STRUCT-003STRUCT-005STRUCT-007STRUCT-009STRUCT-011

Financial terms

Word/numeral mismatches, currency consistency, usury, payment terms, MFN, caps.

FIN-001FIN-002FIN-003FIN-004FIN-005FIN-007

Temporal

Impossible dates, auto-renewal notice windows, survival, cure periods, post-expiry references.

TEMP-001TEMP-004TEMP-005TEMP-006TEMP-008TEMP-010

Risk allocation

Indemnity presence + mutuality + caps, LoL with exceptions, consequential waivers, insurance.

RISK-001RISK-002RISK-004RISK-005RISK-009RISK-013

Choice & venue

Governing law, forum, foreign-venue enforceability, arbitration, class waivers, jury waivers.

CHOICE-001CHOICE-004CHOICE-005CHOICE-006CHOICE-007CHOICE-008

Dark patterns

Unilateral modification rights, buried auto-renewal notices, asymmetric fee-shifting, forced arbitration.

DARK-001DARK-002DARK-003DARK-004

How it works

Your file goes in on the left, runs through a deterministic rule engine fed by the Knowledge Base, comes back out on the right as a Word document. Nothing else moves.

Why there is no AI in it

Every other contract tool leans on a language model: paste your contract, the AI summarizes, the AI flags risk, the AI suggests redlines. The output is fluent, confident, and different every time you run it. A junior associate can use that for research. A senior partner cannot sign off on it, an auditor cannot trace it, and a client cannot reproduce it. It is, by construction, uncitable.

Vaulytica does the work those tools cannot: exhaustive, identical, cited checking. The professional failure mode in contract review is not "I did not understand the indemnity clause." It is "I read eighty pages at midnight and missed that the auto-renewal triggers sixty days before expiry rather than thirty." A deterministic checklist runner catches that failure mode every time.

What it does not do

  • It does not give legal advice. It is a software tool. If something here matters, hire a lawyer.
  • It does not replace your judgment. It finds mechanical things consistently. The hard calls are still yours.
  • It does not use AI. Not a model, not a copilot, not "powered by." A probabilistic answer cannot be cited. The whole point of this is the opposite.
  • It does not draft for you. Where a rule has an attributed public model clause, the report shows that clause as a reference — never a generated redline.
  • It does not see your data. There is no server. Your contract never leaves the tab.

Your privacy, and how to verify it

Vaulytica runs entirely in your browser. There is no server to send your file to, because there is no server. The site is a static page on Cloudflare Pages, the code is on GitHub under MIT, and there is no analytics, no telemetry, no error reporting, and no fonts from CDNs. Every byte your browser fetches comes from vaulytica.com.

Verify it in about thirty seconds:

  1. Open this page in Chrome, Firefox, or Safari.
  2. Press F12 (or ⌥⌘I on macOS) to open DevTools.
  3. Click the Network tab and check "Disable cache."
  4. Reload once to capture the initial asset loads, then click Clear.
  5. Drop a contract and watch the tab during analysis. You may see the app fetch its own rule data and playbooks from this same origin — every request is a GET with no body, and nothing from your document appears in any of them.

For court and ethics compliance

Courts increasingly regulate generative-AI use in filings: the Ropes & Gray AI Court Order Tracker lists 300+ judge- and court-level directives, and the Legal AI Governance tracker counts roughly 113 orders that bind attorney filings — most requiring disclosure of AI use, verification of AI output, or a certification that neither occurred (New York's court-system-wide 22 NYCRR Part 161 took effect June 1, 2026). Privilege case law on consumer AI tools is diverging, not settled — compare United States v. Heppner (S.D.N.Y. 2026, no privilege for material run through a public generative-AI tool) with Warner v. Gilbarco (E.D. Mich. 2026, no waiver) — and ABA Formal Opinion 512 puts the verification duty on the lawyer.

Vaulytica can make the no-generative-AI certification provable rather than asserted: every report can ship with a one-page verification certificate (Word + JSON) stating the engine and knowledge-base versions, the input's SHA-256, the result hash, and that the analysis was a deterministic rule evaluation with no generative-AI, machine-learning, or probabilistic component — performed locally, with no document content transmitted. The certificate carries its own tamper-evident hash, and anyone can re-run vaulytica verify <report> <file> to reproduce the analysis exactly. It certifies what this tool did — never your overall compliance; the reviewing attorney remains responsible for verifying findings and meeting the applicable orders and professional-conduct rules.

Where the rules come from

Every rule cites at least one of these. Every source is free and public. A citation is not the same as a lawyer vouching for the rule: separately, a legal-basis ledger records which rules a licensed attorney has independently signed off on — 0 so far. That is the honest starting point, published so you can watch the number climb rather than take a marketing claim on faith.

SEC EDGAR public domain

Real-world clause corpus sampled from EX-10 attachments to 10-K, 10-Q, 8-K, and S-1 filings.

efts.sec.gov

Cornell LII free use

Cross-references between the UCC and each state's enacted version, and state-code lookups.

law.cornell.edu

Common Paper CC BY 4.0

Canonical balanced-default reference clauses for NDA, SaaS, MSA, SOW, DPA, and more.

commonpaper.com

CUAD CC BY 4.0

510 contracts, 13,000+ expert annotations, 41 clause categories. Trains the deterministic classifier.

atticusprojectai.org

LEDGAR CC BY 4.0

80,000+ provisions across 100 clause categories. Broader training set for the classifier.

huggingface.co/lex_glue

US Code (LRC) public domain

Official US Code in USLM XML: Titles 9, 11, 15, 17, 18, 28, 35, and 41.

uscode.house.gov

eCFR public domain

Electronic Code of Federal Regulations: FTC (16), CFTC (17), IRS (26), Labor (29), HIPAA (45).

ecfr.gov

govinfo public domain

Bulk Federal Register, CFR, Public Laws, and Statute Compilations in XML.

govinfo.gov

Uniform Law Commission free use

UETA, UCC, UTSA, RUFADAA, and other uniform-act citations.

uniformlaws.org

awesome-legal CC0

Curated set of public legal templates: GitHub's BEIPA, Cooley offer letters, YC SAFEs.

github.com/ankane/awesome-legal

Atticus Project CC BY 4.0

Clause-type definitions and the broader Open Contract Dataset.

atticusprojectai.org

Open-Agreements MIT + CC BY

Fillable DOCX builds of Common Paper, Bonterms, and OpenAgreements templates.

github.com/open-agreements

Questions

Is this legal advice?

No. Vaulytica is a software tool. It is not a lawyer, it does not give legal advice, and using it does not create an attorney-client relationship with anyone. If something here matters, hire a lawyer.

Can I trust the report?

The report is the output of a deterministic rule engine, not a model. Given the same input file, the same engine version, and the same Deterministic Knowledge Base version, you will get the same report. Every finding quotes the clause it fired on, names the rule by id and version, and cites its source; findings that assert what the law is cite a statute or regulator by URL, and drafting-practice findings cite their practice source instead. The audit trail at the end of every report names every rule that ran, including the silent ones.

Do you train models on my data?

There is no server. Your contract never leaves the tab. Nothing is logged, nothing is uploaded, nothing is retained.

What document types are supported?

267, listed in full under "What it reviews" above — NDAs, MSAs and SOWs, SaaS agreements, DPAs and SCCs, HIPAA BAAs, employment agreements, commercial and residential leases, M&A documents, equity and financing instruments, wills and trusts, court filings, and compliance policies. The structural and financial rules run against any agreement.

How is the data kept current?

The Deterministic Knowledge Base is rebuilt weekly via a public GitHub Action that fetches from SEC EDGAR, the US Code, the eCFR, govinfo, Common Paper, CUAD, LEDGAR, and other free public sources. Every entry records its source URL, retrieval date, and license. The current version is stamped on every report.

Can I use my firm's own standard?

Yes. Load a custom playbook and its rules run alongside the catalog; findings from your standard are marked as yours in the report, so "our standard flagged this" is never confused with "Vaulytica's catalog flagged this."

Can I add a rule?

Yes. See docs/adding-a-rule.md in the repository. Every new rule must cite at least one Knowledge Base entry by id, include a positive and negative test fixture, and pass the deterministic regression check.

What if I find a bug?

Open an issue on GitHub. The repository is public and MIT-licensed. Reproducible bugs with a redacted fixture contract are fixed fast.

Why MIT license?

MIT is the most permissive license most attorneys recognize on sight, and it removes any friction for someone who wants to fork the project, run it internally at a firm, or build a paid wrapper around it. The license invites that.

What about other languages?

English today. Legal language is jurisdiction-specific and "just translate it" is wrong. A future contributor with the right expertise can add another jurisdiction-language pair as a complete unit.

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